HERMES_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

SUPERVISORY BOARD’S REPORT ON CORPORATE GOVERNANCE

of the Compensation, Appointments and Governance Committee and the secretary of the meeting. Certain persons who are not members of the Compensation, Appointments and Governance Committee – in particular the Compensation and Benefits Director and the Executive Management – may be invited to meetings of the Compensation, Appointments and Governance Committee. Meetings of the Compensation, Appointments and Governance Committee are validly held when at least half of its members participate, it being specified that members who participate in a Compensation, Appointments and Governance Committee meeting by way of video-conferencing or telecommunication, under the conditions stipu- lated for Supervisory Board meetings, are deemed to be present. Decisions of the Compensation, Appointments and Governance Committee are made by majority vote of those members present. 4. Reports to the Supervisory Board The Compensation, Appointments and Governance Committee reports regularly in writing on its activities and the performance of its work to the Supervisory Board, and informs it without delay of any difficulties encountered. The Compensation, Appointments and Governance Committee reports must fully inform the Supervisory Board as to the Compensation, Appointments and Governance Committee’s performance of its assignments. 5. Information handled by the Compensation, Appointments and Governance Committee The Compensation, Appointments and Governance Committee is entit- led to all the documents it needs to carry out its duties from employees of Hermès International among other sources and must in particular be informed about the compensation policy for senior managers who are not Executive Corporate Officers (especially members of the Executive Committee). The Compensation, Appointments and Governance Committee may contact the Group’s main senior executives as part of its remit, once the Chairman of the Supervisory Board has informed the Executive Management. It may, if necessary, request the intervention of an external expert to carry out additional studies. 6. Compensation of the Compensation, Appointments and Governance Committee The compensation for members of the Compensation, Appointments and Governance Committee is defined by the Supervisory Board and deducted from the total amount of directors’ fees. 7. Self-assessment of the Compensation, Appointments and Governance Committee The Compensation, Appointments and Governance Committee regularly assesses its performance, covering the points of its assignments and its commitment by means of an assessment table.

s acquaint itself with and make recommendations to the management or supervisory bodies of the main French subsidiaries within the Hermès Group on the terms and conditions of awarding stock options to Executive Corporate Officers; s carry out specific assignments entrusted to it by the management or supervisory bodies of the main French subsidiaries within the Hermès Group. With respect to appointments: s prepare the Board’s proposals to the Active Partner after exami- ning all the elements which it must take into account in its delibe- ration: balance to be sought in the composition of the Board in light of the composition of, and changes in, the Company’s shareholders, search for and appraisal of possible candidates and advisability of reappointments; s organise a selection procedure in conjunction with the Executive Chairmen for future independent members of the Board and carry out its own research on potential candidates; s ensure a succession plan for Executive Corporate Officers (the Executive Chairmen) drawn up by the Active Partner; s ensure the existence of a succession plan for the Chairman of the Supervisory Board. With respect to corporate governance: s recommend revisions to corporate governance rules as needed; s periodically ascertain that independent Supervisory Boardmembers meet the independence and objectivity criteria set out in the Supervisory Board’s rules of procedure; s review the composition of the specialised committees; s oversee the annual evaluation of Supervisory Board practices; s ascertain that the management bodies apply the Supervisory Board’s rules of procedure and the recommendations of the current AFEP-MEDEF Corporate Governance Code in their operations. 3. Workings of the Compensation, Appointments and Governance Committee TheCompensation, Appointments andGovernanceCommitteemeets as many times as necessary and at least once a year, before the compensa- tion of the Executive Chairmen is defined by the Active Partner. The Compensation, Appointments and Governance Committee meets when convened by its Chairman, who sets the agenda of the meeting in writing or verbally, wherever indicated in the notice of meeting. Before each meeting of the Compensation, Appointments and Governance Committee, members receive, in due time, with reasonable prior notice and subject to confidentiality requirements, documentation concerning points of the agenda which require prior analysis and reflection. The role of secretary for the Compensation, Appointments and Governance Committee meetings is performed, if they are present, by the Group’s Human Resources Director, or by a member of the Compensation, Appointments and Governance Committee designated as reporter by theChairman. Theproceedings arenoted inminuteswhich are entered in a special register and signedby theChairman or amember

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2017 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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